Glitched Out And Out Of Town
by Frazzle2Dazzle
Summary: After an encounter with Eon, Ben ended up in another world in his younger self's body, WITH his younger self in HIS body! All he can say is that HE HATES TIME TRAVEL. He can also say that he hates it when ponies are angry.
1. I Hate Time Travel

_In Bellwood it was a peaceful day. Bright blue skies with few clouds, lots of birds singing, purple lasers, a slight bree-_

 _Wait, purple lasers?_

* * *

XLR8 dodged the incoming blasts of purple energy at speeds incomparable to human abilities. Around and around he went, none of the purple energy coming close to hitting him as he ran around the parking lot for the smoothy place he was fighting at.

Pausing for a second, he looked at the man who was firing the lasers at him, a man wearing a black outfit with purple highlights, as well as a see-through purple helmet. The face of the man behind the helmet was pale and wrinkled with age. Over-all: Cool villain gear, terrible villain name.

"Seriously, your name is Eon? As in, eee-yawn!" He quickly ran to avoid another flurry of lasers that Eon shot out at him, circling him.

Angrily glaring at the blurred figure, he replied, "Your juvenile taunts won't save you, Ben Tennyson."

"Save me from what? You can't lay a finger on me!" To prove his point, XLR8 quickly ran right next to and past the time villain multiple times in quick succession.

"I don't have to. Time is on my side!" With a smirk, he quickly fired more lasers at the speedy blue velociraptor in front of him, who dodged in a quick blur as he ran towards the villain to get in a few quick hits.

* * *

Diamondhead slammed into a car as he missed the black and purple fashion statement of a villain. Turning back, the Petrosapian glared at Eon. "What, no weird time beams or whatever? Not your usual style, Eon."

Grinning madly, Eon replied, "The only thing ever predictable about me is that I'm unpredictable!" He pulled out a blade of purple energy and swung it at Diamondhead, the blade blocked by his crystal arms.

"Unpredictable, but lame." Diamondhead swung his arm out and shaped is into a sharp blade. "Now this is a sword!" He slashed at Eon with it, who blocked and parried the onslaught of blows. In untimely fashion, the Omnitrix on Diamondhead's chest started beeping, and with a flash of red light, he turned back into Ben Tennyson, brown hair, green and black shirt, brown pants, and all, with the highly advanced Omnitrix on his left hand.

* * *

XLR8 got pushed back by Eon, skidding on the ground a bit as he did so, the Omnitrix flashing red and timing out, turning him back into Ben Tennyson, with his white and black shirt, brown pants, and short stature. On his left wrist was the big and bulky, black and grey prototype for the Omnitrix.

* * *

At the same time, both Eon's smiled, looking at each respective Ben Tennyson with their swords raised. "Aha, Just what I was waiting for!" The Eon's swung forward at them, reaching out and grabbing each Omnitrix. It instantly sent a green splurge of energy through both watches, causing a causing a strange energy to surge out of each one.

Time started to distort around them, surging over, under, around, and _through_ the two Ben's. Screaming out in pain, the world suddenly slipped out of view for each Ben... But that was all the time needed.

* * *

Darkness. That was all Ben could see. Floating around in a dark void, with nothing but himself as company. "...Well this is lame. There aren't even any stars here, so that rules out Alien X... Wait, what was I just doing?"

Thinking hard for a few moments, Ben rooted around in his memory, trying to remember what he had been doing before he had gotten to this empty blackness. "Wait... Eon! What did he do?! Where the heck am I?!" Looking around for answers, he turned to the Omnitrix on his wrist, tapping a few commands into it. However, unlike every other time he fiddled with it, nothing happened. It just remained the same green and white it had always been, unchanging.

"Great, now this thing is busted. What I wouldn't do for an inter-dimensional repair shop right about now..." Looking around, he, naturally, couldn't find what he was hoping might have been lurking around. "*Sigh* What a day to quit on me, Omnitrix, what a day." _'Now how the heck am I supposed to get out of here? It's not like some magic portal will appear out of nowhere.'_

With a blast of light, a hole opened in front of him, shining a blinding white on his eyes. "Huh... Didn't expect that. Welp, go into the portal now, ask questions later." With that, he somehow walked over the nothingness to where the portal was, and the white light consumed him.

* * *

Slowly, Ben opened his eyes, squinting at the ray of sunlight shining down on him through the canopy of trees. Looking around, he saw dense vegetation everywhere around him, lush and green, with darkness all around beyond it. Standing up, he arched his back, cracking the bones in his spine. "Man, I really need a break from hero work. It really takes a lot out of a guy. Now, where in the Omniverse did Eon send me?"

As he glanced around again, he noticed something strange. Everything seemed a little... Bigger. Sure, the trees were huge, but they seemed a little TOO big. As he took another glance around, he caught a quick flash of his wrist, and saw something completely unexpected. "Why do you look so retro, Omnitrix? Wait, if the Omnitrix is retro... And I'm shorter... Oh, please don't tell me that what I think happened happened!"

Looking around he spotted a puddle a few yards away and he quickly ran over to it. Looking down at his reflection, he saw something he hadn't seen for 5 years. "I'm... I'm 11 again!" He glared up at the sky, waving his slightly smaller arms in the air. "Oh sure, very funny Eon! You turned me into a kid! Real original! Been there, done that!" Looking around, he sighed. "Might as well start moving. There's gotta be a town somewhere around here..."

Raising his left arm up, he pushed the familiar button on it and popped the core up and out of the body of the watch. "Let's see... Heatblast... Diamondhead... Cannobolt... Ah, Stinkfly! Retro, but he'll do." He slammed his hand down on the dial, flashing with green light as he transformed into...

"Fourarms?" And there he stood, red skin and all, with the old white and black jumpsuit that this version of Fourarms had. Out of each side of his torso stuck two arms, each one bulging with muscles, with the upper pair of arms being slightly bigger. The Omnitrix had repositioned itself to his upper left shoulder. "I wanted Stinkfly, not Fourarms! Stupid Omnitrix... Oh well. I guess he'll do."

Gathering his arms to himself, he leaped into the air, soaring over the trees in a direction that he hoped would bring him to civilization soon.

* * *

Groaning, Ben opened his eyes, still blurry from sleep. Looking around himself, it was very dim, and it looked like he was in a small space of some kind. Although... He did notice there were brooms and mops leaning against the walls of it. _Wait, a broom closet? Seriously?_ "*Groan* This is the most cliche place that Eon dude could have sent me." Standing up and looking at some cleaning supplies on the ground, he suddenly realised something. "Wait, where's Grandpa and Gwen?"

As he stood up to his full height, he bumped his head on the low ceiling inside the closet. With a quiet "Ouch!" he saw how small the closet was, like it was made for something a lot smaller than a human. "Great, I ended up in the land of the munchkin closets." Looking to the door of the room, he tried to force it open, but it wouldn't budge, like it was locked or something. He looked again and tried to find a doorknob or something, but there wasn't anything there.

"Oh great. Gwen would get a real laugh out of this." Looking down to his Omnitrix, he thought that he would have to bust it down with Fourarms. ...At least, that was the thought that occupied his mind till he saw the Omnitrix.

"Whoa, it's all white and green and stuff! And smaller!" As he looked, he also noticed how the view of his feet was a little farther, as well as the major fashion shift. "What the-? Wait, I'm... I'm a teenager! Awesome!" He raised his arms in victory with that small shout, though with the low ceiling... You can imagine what happened next. "YOUCH!" He yelled out a little as he pulled both fists down and back to eye level. They both had several splinters that he pulled out as quickly as he could.

"Right... I'm stuck in a closet." Figuring he could celebrate later, he brought the Omnitrix back up and tapped where the button was on his regular Omnitrix, trying to get it to work to no avail. "And now this thing doesn't work. Come on! Work!" He hit the face of it and a hologram popped up. "Cool!"

The hologram that showed up was the face of a weird ape-like creature with lightning bolt shaped eyebrows, with two other faces either side of the one highlighted in the center.

"I wonder how this works..." He tapped the face-plate again, and it surprisingly slid back, the hologram disappearing, and the core shot out from where it had been.

"Awesome! It's hero time!" He immediately slammed down the core, and it covered him in a flash of green light.

As it died down, standing in his place was a tall yellow and black ape-like figure, with a two yellow lightning shaped eyebrows, and something that looked akin to a horn point straight up from where the two brows met on his fore-head. The Omnitrix symbol was on a green and white belt around his waist.

"Eh, I wonder who this guy is. At least he looks strong enough to break down the door, eh." He quickly punched through the door, stepping out into a brightly lit and, surprisingly, brightly colored hallway. "Where the heck am I? Inside a rainbow castle?" As he looked around he caught a glimpse of movement from the corner of his eye. Whipping his head around to look he saw something even more surprising than the hallway. "Eh, are those... Ponies?"

* * *

 **Welp, that's chapter one down. Try not too yell to much at me for the lame crossover I made. However, you are free to flame for all the bad grammar and spelling. You can also flame if the plot's moving too fast. This is just something that I made on the spur of the moment, and I hope you enjoy it. Please leave a review and a like if you enjoyed it!**


	2. Of Camp-Sites And Aliens

Fourarms looked around as he leaped, not seeing anything worth-while as he went through the air. Everything around was forest, forest, and more forest. "Where's a town of adoring fans when you need one..."

As he hit the ground, he immediately went into another jump, continuing like this until he heard the inevitable beeping that came from transforming. Unfortunately... He was in the sky when it happened. In a flash of red light, there Ben was, short stature and all, deadpanning at his situation. "Sometime's I just hate you, Omnitrix."

Screaming a very eloquent "AHHHH!" as he fell, he was fortunate enough to land in a tree. The bad news... He didn't stop falling.

"Ow!" He kept- "Ouch!" Falling down- "Gah!" And hitting- "Ow!" One branch- "Unh!" After- "Eeyow!" The other. *Thud*

Ben slowly rose up from his position on the ground, quite a bit bruised and shaken, his vision spinning as he looked up at the offendingly tall tree. "What I wouldn't give for an axe right about now..." Shaking his head, he stood up fully, glaring down at his now red watch. "Come on Omnitrix! You couldn't have given me a couple more seconds to land?! Geez, it wasn't like I was FALLING TO MY DEATH or anything!"

Turning his attention back to the situation at hand, he looked around and tried to remember which direction he was traveling in. "I think it was... This way? No, wait, it was definitely this way... Maybe?" Getting increasingly confused, he screamed out an annoyed, "COME ON!"

Ben took a couple deep breaths, calming down a little. _'Okay Ben, no need to panic, just choose a direction and stick with it. Might want to find shelter before the sun sets too...'_ The sun was already past the half-way point in the sky, and it was starting to get a lot darker in the already creepy forest. _'Don't want to be stuck with whatever animal creeps might be out here...'_

Deciding to just go in the opposite direction of the sunset, he headed off, hopefully going towards somewhere with a phone to call Grandpa Max.

* * *

Scootaloo kept twitching in her sleep, her eyes fluttering, orange hooves moving as if she was running from something. Suddenly, her head shot up off her hooves and sleeping bag. "Princess Luna?!"

Scootaloo had been on a camping trip with Rainbow Dash, as well as her two best friends and their older sisters. She had insisted on Rainbow Dash going so that she could get in some bonding time with her, and so that she would hopefully get taken under her wing. However, she got scared by the ghost stories Dash told at night, and continually got spooked by everything around her, leading to her having some very dreadful nightmares. But she couldn't, no, WOULDN'T let Dash know she was scared. It would ruin her only chance at getting THE Rainbow Dash to be her mentor.

Panting and wide-eyed, Scootaloo looked around and sighed in relief, her purple mane shaking slightly. "Ah... It was just a dream." She heard the sound of water dripping in the cave, and suddenly remembered what her nightmare had been about. With a gasp, she realized, "But the headless horse isn't!" She ran over to the cave entrance, looking out into the dark night. "Rainbow Dash said it lives here, in these very woods!"

Suddenly, from inside the cave, there came a terrible neighing, sounding sick and wheezy, but also, to the frightened filly's mind, HUNGRY. "*Gasp!* It's the wicked whinny of the Headless Horse!" She immediately got out her scooter, jumped on it, and rode out into the night to escape the horse's echoing whinny's.

Behind her, in the cave, Rainbow Dash continued snoring, turning in her sleep, sounding an awful lot like the Headless Horse.

Suddenly disturbed by the noise of Scootaloo leaving so loudly, Rainbow Dash slowly woke up, stretching as she did so. "*YAWN* What's all the racket?" She stood up on all four hooves, looking blearily around for the source of the noise.

"Hey, Scootaloo, did you hear that noise?"

"..."

"Uh... Scootaloo?" Looking down at the sleeping bag that was right next to her, she saw a surprising lack of orange pony inside it. "Okay, where are you, Scootaloo?" Rainbow Dash flew around the cave, looking for the filly, but sadly finding no orange pegasi in there.

"Uh-oh. That's not good. I gotta go find her!" She raced out the entrance of the cave, scanning the forest as she looked for the foal. _'Where could that silly filly be?'_

* * *

A short amount of time later, a streak of blue shot through the forest, dashing around tree-trunks faster than the eye could follow, stopping outside a cave.

It was well past night-fall when Ben happened upon it, now as XLR8. He took a moment to pause outside it, noticing a burnt out fire-pit. "Huh... So there's people out here. I wonder if they'll recognize the spectacular Ben 10. I mean, I am a kid again." With little thought, he ran into the cave, stopping in the center, looking around at the layout inside, blinking at the giant tent against the cave wall, opposite the entrance.

"How in the world did they set that up? It's HUGE!" Staring a few moments longer, he shrugged, turning to look towards the colorful sleeping bags right next to the tent. Two of them had people inside them, tufts of colorful hair poking out the top, while the other two were flat and empty.

"I wonder what they're doing out here... Well, only one way to find out!" He ran close to them, disappointed to see that neither were awake. "Uh, hello?" Still nothing. "HellooOOOooo!" Nothing again. " **HELLO!** " Still, the two forms slept, their bodies gently rising and falling under the covers in the same smooth pattern as before.

"Just great... I finally find somebody out here, and they turn out to be deaf." Grumpily folding his arms together he muttered a few choice alien words. "Now what?"

What Ben didn't expect to happen was for a hard hit to the head, strong enough to knock him across the cave, slamming a slight imprint of himself onto the dirty walls before he slid to the ground. "Ow..."

"Hey! Leave my friends alone!" XLR8 whipped his head around to the source of the voice... Then quickly rubbed his eyes.

"Okay, there are one hundred and one reasons that shouldn't be possible." Flying in front of him was a short winged horse, colored light blue with a rainbow colored mane and tail. "Uh... Nice horse?" This day was getting weirder and weirder, starting off with him turning back to 11 years old, and now a flipping flying blue horse! Could this day get any stranger?

"Who are you and what are you doing here?!" ...Apparently it could get stranger, as the now female-voiced horse flying in front of him actually spoke!

He stood up, staring strangely at the winged equine in front of him. "Uh... You wouldn't happen to know Dr. Animo, would you?" What he didn't expect in reply (Again) was to be sent flying (Again) by another hoof-punch to the face. But, to be fair, it was a legitimate question. I mean, seriously, look at her!

"Answer, the question! Who are you?!" Man, this horse was starting to tick Ben off.

"Yeah, sorry, but I don't like giving my name out to rainbow colored mutants." He quickly stood up and ran forwards, punching the pegasus in the gut. ...Or at least trying too, as she simply flew up a few feet to avoid it.

"I'M the mutant?! Your the blue lizard with balls on his feet!" She quickly flew down in a speedy dash, aiming a hit headfirst into XLR8's stomach, who quickly dodged to the side in a blur of blue, causing her to fly into the corner of the tent, collapsing it on top of two very much now awake ponies. Shaking her head to get rid of the stars, she flew up to get a birds-eye view of the area.

"And you say that so casually, when you're a freaking FLYING horse!" XLR8 ran up one of the walls, leaping off the side and hitting the horse mid-flight, launching her into the opposite wall as he deftly fell to the ground, landing on both feet.

Flying off of the wall, she glared angrily at the blue velociraptor. "The name is Rainbow Dash!" 'Rainbow Dash' quickly flew down at super sonic speeds towards the speedy humanoid, intent on ramming him this time.

Now, this would be the part where he dodges, right? Sadly, before he could even think of dodging, the Omnitrix dial on his chest started beeping and flashing red. "Uh-oh..." In a flash of light, XLR8 was gone, replaced with a 4-foot tall kid, with messy brown hair, a white shirt with a black strip down the middle, and green dargo pants. On his left wrist was a bulky grey watch with a green and black hour-glass dial on the face of it, where the numbers and clock hands would normally go.

Unfortunately, XLR8 was the only being to disappear, as Ben soon found out when a furry blue mass rammed into him, sending him flying against the cave wall, where he hit his head. HARD.

He dizzyingly looked over to the slightly shocked and panting pegasus in the middle of the room. "No Rook, you take the Vulpimancer babies to Gwevin..." Was the only thing he muttered before he passed out.

* * *

Rarity was a lot more than mad: She was FURIOUS! She and Sweetie Bell had been sleeping peacefully in her build-itself luxury tent, when all of a sudden it collapsed from a collision on the corner of it. Being in beds on the top floor of it... She and Sweetie Bell had a bit more than a rough landing.

"Whoever is responsible for this outrage, they are going to pay!" She and Sweetie Bell quickly untangled themselves from the fallen tent, walking away from it's fallen form. "My tent! It had all my dresses in it!"

Enraged, Rarity turned her gaze across the cave floor, flinching from a flash of bright red light. "No Rook, you take the Vulpimancer babies to Gwevin..." Were the muttered words she heard before turning her gaze to Rainbow Dash, standing in the center of the cave, panting slightly. Directly in front of her, against the far wall, was what looked like a young Minotaur, only... It didn't have horns. In fact, it didn't really have any fur at all, just a scruffy mane on top of it's head, as well as a very interesting fashion choice of clothes. It had a pair of green trousers(Of all things Pony-like, why would something have a need for PANTS?!), a pair of white and black... _Things,_ on it's feet(It's hooves must be terribly cramped from inside those), a white shirt with a black stripe down the middle(Now the shirt Rarity could deal with), and lastly, on it's left arm, was... Something grey, green, and black. Whatever it was... It was **HIDEOUS**!

"Good heavens, what is that ugly thing?!" Rarity yelled out.

"Gah!" Rainbow Dash exclaimed, startled by Rarity's outburst. She quickly tried to salvage her pride. "Uh, I mean... I don't know what it is. I don't even know how it got here! I was fighting something completely different from this... Thing."

"I wasn't talking about the creature, I was talking about that... THING, on it's arm!" She gestured with her hoof towards the unconscious human's left hand. "Look at how hideous it is! It's a crime against fashion!"

Suddenly a voice shot out from the cave entrance, startling both of them. "That... Was... **AWESOME!** Rainbow Dash was all 'Zoom, bang, pow!' while the lizard guy was all 'Ow, ouch, I'm so weak!' That fight was EPIC!" Standing in the entrance of the cave was none other than Scootaloo, her purple mane waving in the slight breeze.

Rarity stared at her for a second, slightly shocked. "Goodness, Scootaloo, whatever were you doing outside this time of night?"

Sootaloo blushed and stuttered nervously for a moment. "Uh, well, you see, I, uh-"

"Was getting some nighttime flying lessons!" Rainbow quickly interjected, winking at the filly, who looked back at her gratefully. "But that's not important right now. The important thing is finding what the heck this guy was doing here!" She glared again at the unconscious being lying against the wall.

"Whatever it is, it sure looks cool!" Sweetie Bell said as she joined the conversation.

"Yeah, I wonder what kind of animal it is! And how did it get here? And where did that blue guy go?" Scootaloo poured out, looking towards the ponies' captive.

"GOSH DARN IT, NOPONY CAN GET A WINK OF SLEEP WITH ALL THE RACKET Y'ALL ARE MAKING! Now what the heck is going on in here?!" AppleJack and AppleBloom walked over, staring grumpily at the other ponies.

"Well, you see, I was out giving Scootaloo some Night-Flying lessons, and-" Rainbow was suddenly cut off by the orange mares raised hoof.

"Explanations can wait 'till later, fer now you can tell me what in Equestria THAT thing is!" AppleJack raised her hoof, pointing it at the sprawled out biped, who the writer was running out of adjectives to describe.

AppleBloom glanced over at what AJ was pointing, and suddenly her attention was fixed on it. "Yeah, and whether anypony can get a cutie mark for taking one down!" AppleBloom started to rush over to it, until AppleJack stopped her with a tug on her tail.

"Don't mess with it, AppleBloom! Fer all we know, it could be dangerous as a fox in hen-house!" She said, spitting Bloom's tail out of her mouth.

Rainbow had some doubts about that. "Eh, I don't think so. All it took was one hit, and it went out like a light. But just in case... You may want to tie it up. The thing that was here before was almost as fast as I am!"

Grumbling about ornery pegasi and needing sleep, AppleJack got out her rope and lassoed the unconscious being, flinging it in the air, and then tying it up with a quick twirl of the rope. And just like that, the rope was coiled tightly around it's arms and legs as it fell back to the ground.

Rainbow looked closely at the ropes, nodding in satisfaction. "Here's hoping we can get some answers out of it once it's awake."

"Like what it's doing with this horrendous accessory!" Rarity stated, putting a hoof on the grey device that was still showing from between the rope coils. Unexpectedly, it glowed yellow right after she touched it, Rarity jumping back in surprise. "Gah!"

The fillies were pushed behind the mares as they stared at the strange beings watch, ready for, in their minds, anything.

...Except nothing happened. The yellow glow from the device died down, turning back to the normal green color it was before.

"Okay, what the hay just happened?!" Dash stared intently at the bound being, looking like she was trying her hardest to steal answers by just looking at it.

"Uh, guys?"

"I don't know, Dash. You were the one to touch it Rarity. Did you press some doohicky or whatever on it?" AppleJack said, not noticing AppleBloom trying to get her attention.

"Guys."

"I didn't do anything! I just put my hoof on it, and it turned a garish yellow! That wasn't MY doin-" Rarity was cut off by a yell.

"GUYS!" Everypony looked over to AppleBloom, Sweetie Bell, and Scootaloo, who were standing next to the weird creature. "Did this thing have a horn before?" AppleBloom asked.

And indeed, looking back at the creature, there was now a small horn poking out from it's fore-head, getting imperceptively longer.

That was the final straw for Rainbow Dash. "What. The. **BUCK** **?!** "

* * *

 **Ta-da! Chapter two, DONE! Tell me what you like about it, what you hate about, how much you've wanted to see Ben turn into a horse, all that stuff. Leave a like if you liked it, leave a review if you wanna comment on how terrible my story is. Come on, I can take it.**

 **Next chapter, I'll try to further Young Ben's(The one in Teen Ben's body(Wow, I'm wishing I came up with a simpler plot...)) story. I wonder what I'll do for when he meets the princess's... Hey, don't look at me like that! I haven't planned that far yet, okay!**


	3. Canterlot Rampage

**Come on, please review people! I need to know the public's opinion! Should I make the chapters longer, shorter, do something different, etc.? Should I have kept Rath out of the story?**

* * *

Ben, as the as-of-now-unnamed-alien, quickly ran down the hallway, dodging blasts of energy that were coming from one of the small horses behind him.

"Geez, all I did was break a closet door, eh! Is that worth shooting me over?!" Ben took a quick left down yet another of the colorful hallway, the beams from behind barely missing him.

 _'Okay, I know for a fact that ordinary horses DO NOT shoot lasers. This has to be Animo's work... Oh, he is so going to pay when I get him for... Whatever this is!"_

As Ben ran further along the hallway, he was suddenly stopped as a volley of spears landed right in front of him. Further along the hallway, he saw a group of 8 or so of the horses, all of them wearing armor(Ben assumed they were soldiers of some kind), four of which were in the act of throwing their spears at him.

"Oh, come on, eh!" He quickly dodged to the side, rolling as the spears flew past him and towards the group of five horses coming from behind him, forcing them to jump back out of the way.

The horses in front of him looked like they were grabbing more spears(Somehow!) from somewhere behind themselves, already throwing more spears at him. Instinctively, Ben's fur stood on end, and yellow energy crackled across his body. With a very ape-like screech, he thrust his arms forward and lightning shot out, destroying the spears mid-flight and zapping the ponies in front of him, launching them back down the hall.

"Ah, sweet! Lightning powers for the win, eh!" He quickly ran past the disoriented soldiers, taking the first right he saw, and heading down YET ANOTHER colorful hallway. _'Yeesh, someone likes rainbows.'_

More energy beams shot out from behind him, barely missing to either side. A glance back showed that Ben's pursuers were still following, though they were a bit farther away then before. "Geez, don't these slowpokes know when to quit?"

He dodged to the left at a cross section up ahead, running as fast as his legs could take him. Suddenly there was beeping, before in a flash of red light, instead of the running yellow ape, there was the 5' 8" form of a running Ben Tennyson, wearing a black shirt with a green stripe down the middle that had a a white ten in the middle of the line, brown pants, green and white shoes, and the iconic white Omnitrix on his left wrist. Of course, what he looked like was the least of his concerns right now. "Uh-oh..."

* * *

The royal guards charged on, in hot pursuit of the black and yellow primate they were chasing before. They rounded the corner, intent on catching it, thought they immediately noticed something about the hallway... There was a definite lack of black and yellow apes in it.

"Oh, the Princess's won't like this..." One of the Pegasi muttered.

They had been going to the throne room to switch out the princess's personal guard for the afternoon shift, when all of a sudden a great big beast smashed it's way out of a closet in the hallway, surprising the whole lot of them. HotShot, the only Unicorn in the group, got the biggest scare out of it and launched a magic beam at it right then and there. Things might have gone over a bit more smoothly if he had just waited a bit before hostilities, but alas, the strange creature had bolted after that, running the opposite way down the hall, leading to... Now.

HotShot looked worriedly around, a slight sheen of sweat on his dark orange face. "Where did it go?"

Tough Nut, a brown Earth Pony with a yellow mane, merely shrugged. "Wherever it is, it isn't here. Come on! Let's keep looking!"

The guards rushed down the hall, not noticing a vent cover that was slightly loose against the wall.

* * *

*Grumble, Grumble* "Well this stinks." Ben, not remembering his now tall stature, had plunged feet-first into the vent, just barely squeezing in and getting the cover on before the guards came around the corner. As of now, he was still in the vent looking through the cover out into the hall.

"I'm finally a teenager, and now I can't fit in vents anymore! Can this day get any worse?!" Sighing, he brought up the white Omnitrix he had on his wrist. "At least I might know of a friend of mine who can help me get out of this 'small' problem." Ben quickly opened up the hologram menu, and gestured his fingers over the hologram, moving the faces until he got to a familiar one. He quickly pushed the face-plate back and brought the core out, before slamming it and transforming in a flash of green light.

Lying in the vent in Ben's place was a small, grey skinned, frog-like individual. He was wearing a green and black jumpsuit, with the symbol of the Omnitrix on his back.

"Yes! Still got the Greymatter!" He got up and quickly went down the vent, heading for who knows where as he looked for a way out of this weird horse place.

* * *

The pegasus guard walked forward to the Princess's thrones, a grim look on his face as he approached, bowing. "Princess Celestia, Princess Luna, there's an intruder in the castle."

Celestia frowned at that. "Where is this 'intruder'?"

The pegasus dipped his head apologetically. "We don't know, Princess. He appeared out of nowhere, apparently smashing out of a broom closet. It was a tall, black and yellow being. It's ape-like and it appears to be able to shoot lightning, as some of our guards have already found out. They lost him in their pursuit, but we have soldiers scouring the castle high and low for it."

"Good. Send word immediately when you find him. And if there's any more trouble detaining him, be sure to at least contain it until we get there. Understood?"

The guard bowed, backing away from the Princess. "Yes, your majesty. I'll go continue the search." But before he could go anywhere, a flash of green light appeared from above, and a monkey-like creature tumbled out of a vent, wearing strange clothing, and yelling slightly as he fell.

"Ohhh... Gwen better not find out about this." The creature stood up, looking around, before jumping back away from the ponies in the room. "Uh... Hi?"

Celestia stood up, aiming her horn at the being in front of her. "Who are you, and how did you get in here?" Luna stood up and joined her, pointing her horn at it too.

But before anypony could speak, a strange device on the creature's left wrist piped up in a high-pitch voice. "Un-cataloged DNA detected. Scanning." It suddenly shot a green beam out of itself, going over the whole room, particularly over the Princess's and their guards(Who were Earth Ponies, Unicorns, and Pegasi). "Scan complete. New life-form DNA analysed. Acquisition complete."

The creature glanced in surprise at the device on his wrist. "Uh... What just happened?" He said in a surprisingly young voice.

Not given a chance to ponder over what happened, Princess Luna quickly stepped forward, poking her horn in the primates chest. "What did you do?!" She ground out.

"Uh, I don't know. How 'bout I find out?" He grinned and quickly hit the thing on his wrist, slapping down something that had popped out of the center of it.

In a flash of green light, instead of the monkey-like being from before, there was... Something a bit more surprising.

Taller than even Celestia stood a bipedal tiger with claws sticking out of the back of his paws on each fore-leg. He had bright green eyes with two large orange eye-brows over them. He had a muscular build, looking stronger than even a minotaur, and FAR deadlier.

 **"RATH!"** The new creature screamed out. He quickly grabbed Luna by the horn, throwing her backwards against the far wall. "Now listen here, mutant-horses-who-were-probably-made-by-Animo, Rath doesn't know how he got here or what Rath just did, but you can be sure that Rath won't go down without a fight! Got that mutant-horses-who-were-probably-made-by-Animo?!"

Celestia and everypony in the room minus Luna, who was still gasping from her position on the floor, stared in shock at the tiger-like creature.

Celestia quickly snapped out of it, charging her horn up with magic. "Who are you and how did you get here?!"

The tiger creature growled before rushing forward, dodging a beam of magic from Celestia, and grabbed her by her still glowing horn. He threw her at a group of ponies with strength that one wouldn't think his size had.

Roaring, it yelled out, "Let me tell ya' something, mutant-horses-who-were-probably-made-by-Animo, Rath already told you Rath's name, and that's Rath! Rath also told you that Rath doesn't know how Rath got here! Now, if you don't let Rath go, Rath is gonna punch you so hard that next week will feel your bruises!" He turned and started walking down the hall to look for a way out

Luna finally caught her breath and rose shakily to look at the now proclaimed 'Rath'. _'That sentence didn't even make any sense.'_ She quickly threw up a wall of energy in front of 'Rath', blocking him from moving further. "You attack us in our own home, yet order us around. That... Is not a wise decision."

Rath growled at Luna, turning fully towards her. "Let me tell ya' something black-and-blue-horse-who-was-probably-made-by-Animo! Rath can do whatever Rath wants, cause Rath is Rath, and if you don't listen to Rath, Rath is gonna make you even MORE black and blue then you already are!"

Luna blinked at the strange manner of speech before shrugging it off. "I've faced tougher foes than you. You should probably quit before you get hurt. No need for the kitty to break his claws." Suddenly the tigers demeanor became darker, angrier, and possibly... Deadlier.

"KITTY?!" Rath roared out, eye twitching. "LET ME TELL YA' SOMETHING BLACK-AND-BLUE-HORSE-WHO-WAS-PROBABLY-MADE-BY-ANIMO, RATH IS NOT A KITTY!" He jumped forward, smashing into Luna. ...Or at least he would have, had she not teleported to the other side of the room.

Luna quickly launched a beam of magic at Rath, hitting him point blank in the face. As the smoke cleared from the blast, Rath rushed forward, unscathed from the attack, and punched her across the room into the opposite wall.

Luna quickly flapped her wings and managed to not hit the wall. She quickly flew down and kicked Rath's head, launching along the floor and through the double doors of the throne room. Outside was a contingent of guards about to enter, but Rath slid right through them, knocking them around like bowling pins as he slid to a stop at the wall in the hallway.

Rath sprang up from his position against the wall, even angrier than before. Growling, he ran forward, grabbing two ponies as he rushed by, and jumped up at Luna, throwing the unfortunate guards ahead of him at her.

Luna managed to catch the guards with magic, but they fell to the floor as Rath slammed into her, knocking her to the ground. Rath picked her up by both hind legs, spinning liking a top. "COSMIC WINDUP!" As he reached the peak spinning momentum, he let go of her, which launched her into her throne, cracking it slightly and causing it to fall backward with her in it. It is to be understood that she was a little dizzy after that. It was then that she finally succumbed to the darkness and passed out.

Rath growled again before yelling out at her. "Let me tell ya' something black-and-blue-horse-that-was-probably-made-by-Animo, if I ever hear you calling me kitty again, I'll make you swallow those words with a spoonful of sugar! You got that?!"

His only response was a beam of gold energy hitting him. Unlike Luna's short burst earlier, this one was sustained for a few seconds, and was a lot more condensed. In other words: It launched Rath straight through the wall behind him and out into the sky over Canterlot.

Celestia stopped her attack and looked around the room, surveying the damage. Out of all the guards who had been there, only a hoof-full didn't look to badly injured. Luna looked worse for wear as she was laying unconscious on her overturned throne.

"You there!" She called one of the royal guards over. "Go to the medical wings and get some teams of Unicorns up here. I'll go after this... 'Rath'."

Celestia flew out the hole that Rath had left behind, pursuing the orange and white creature. _'Whatever reason would it have for attacking Canterlot?'_

* * *

Rath yelled as he flew through the sky. This definitely wasn't part of his plan for the day. His upward movement slowed down as he reached the peak of his arc and started to descend. Quickly.

"Oh, so now gravity's against Rath! Well forget it! Give up gravity! You can't defeat RAAAAAAaaaaaaaaath..." *Boom*

Near a forest of trees about 15 miles away from the castle, a Rath-shaped hole in the ground had appeared, dust still hanging in the air from how it was made. Rath suddenly climbed out of the hole, gasping a little and shaking his head to clear the dizziness.

He suddenly turned back and yelled at the hole. "Let me tell ya' something stupid Rath-sized-hole, RATH WILL DESTROY YOU!" Rath started stamping on the ground around the hole, supposedly trying to beat it up with his feet or something.

Suddenly the symbol on his chest started beeping, and a few seconds later Rath turned back into Ben Tennyson, wielder of the Omnitrix. Although, a little different than he was used to.

Blinking, Ben looked down at the hole, then back at the watch. "Okay, THAT, was weird. I apparently have an alien called Rath now... Which is AWESOME!" He punched his fist into the air in victory. "I wonder what else this cool watch can turn me into?"

Before he could start fiddling with the Omnitrix, he heard strong wing-beats coming towards him from the direction of the castle he had been launched out of. Turning around, he saw the white and gold flying horse from the castle approaching fast."Uh-oh... This isn't good." Glancing from the horse to his watch, Ben made a decision:

"AHHHH!" Ben ran in the opposite direction of the winged equine coming towards him, heading into the forest, deeper and deeper, the darkness closing around him as he ran from the flying horse at his heels.

* * *

 **Was this chapter good, bad, meh? Come on, give me the deets. Next time I'll probably continue Young Ben's(In Teen Ben's body) adventure, then get back to Teen Ben(In Young Ben's body). Also, did Rath come in good? Just a question. I've only done... Zero stories before this one, so any input would be appreciated. Also, just in case you were wondering, yes, that is the Everfree forest he's running into. Expect something woodsy.**

 **Leave a review if you liked this. Follow if you liked this. Leave a like if you liked this. Write my user name on a piece of paper and burn it on a tooth pick if you REALLY didn't like this. Face-palm if I'm rambling and annoying you.**


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